Decisions of the extraordinary general meeting of Proha PLC
PROHA PLC Stock Exchange Bulletin December 20, 2002 at 2.35 pm DECISIONS OF THE EXTRAORDINARY GENERAL MEETING OF PROHA PLC On December 20, 2002, the Extraordinary General Meeting of Proha Plc (the Company) approved the following proposals of the Board of Directors: 1. CONVERTIBLE LOAN The Extraordinary General Meeting approved the Board of Directors' proposal to issue a convertible loan (the Loan) in accordance with the terms and conditions given in the notice of the Extraordinary General Meeting and with the supplements proposed by the Board of Directors on December 19, 2002. Issue Price The issue price of the Loan is100%. Conversion Rate Each convertible loan note with the nominal value of EUR 1,000 can be converted into 1,600 new shares of the Company with book value of EUR 0.26 each (the Conversion Rate). Thus, the calculatory conversion price for each share is EUR 0.625 (the Conversion Price). Amount of the Loan The amount of the Loan is EUR 2,810,000. Increase in Share Capital as a Result of Conversion Following the conversion of the Loan, the share capital of the Company can be increased by a maximum of EUR 1.168.960 corresponding to a maximum of 4.496.000 new shares of the Company. Subscription of the Loan Deviating from the pre-emptive subscription right of the shareholders the Extraordinary General Meeting decided to approve the subscriptions made by Pohjola Non-Life Insurance Company and Pekka Pere. 2. USING THE PREMIUM FUND TO COVER THE LOSS OF THE ADOPTED BALANCE SHEET FROM EARLIER FISCAL YEARS The Extraordinary General Meeting approved the Board of Directors' proposal to use EUR 897,879.03 from the premium fund to cover the loss shown on the adopted balance sheet from earlier fiscal years. PROHA PLC Pekka Pere President and CEO MORE INFORMATION CEO Pekka Pere, tel. +358 20 4362 000 pekka.pere@proha.com www.proha.com DISTRIBUTION: Helsinki Stock Exchange Major Media ------------------------------------------------------------ This information was brought to you by Waymaker http://www.waymaker.net The following files are available for download: http://www.waymaker.net/bitonline/2002/12/20/20021220BIT00950/wkr0001.doc http://www.waymaker.net/bitonline/2002/12/20/20021220BIT00950/wkr0002.pdf